HeMan in Equestria
by GanonsSpirit
Summary: He-Man and Skeletor are transported to another world by a spell gone wrong.
1. Chapter 1

**At the gates of Castle Greyskull:**

"Skeletor, cease your evil this instant! You'll never have the power of Greyskull!"

"We'll see about that, He-Man! Myahh! Ready the spell, Evil-Lyn!"

The crystal staff that Evil-Lyn was holding began to glow as she started chanting. Suddenly, there was a flash as the staff burst open, unleashing a ball of light.

"Let's see you stop me from another world, He-Man!" Skeletor cawed. He rushed toward He-Man in an attempt to push him into the light.

"Not so fast, Skeletor!" shouted He-Man, grabbing Skeletor by the wrist.

"Let go of me, you buffoon!"

At that moment, the ground rumbled, causing He-Man to lose his balance. He fell into the ball of light, taking Skeletor with him.

"You fool, you've ruined everything!" screamed Skeletor as they flew through the dimensional vortex. Suddenly, the world went black.

"Ugh, my aching head," moaned He-Man as he woke up, "Where's Skeletor? And where am I? I better assume my civilian form and take a look around."

As he walked across the grassy plains, looking for any sign of civilization, He-Man, now changed back into Prince Adam, thought back to what Skeletor had said. Could this really be another world? He continued walking for a while until he saw a herd of horses. But these horses were far from ordinary. They were bright pastel colors and had strange pictures on their rumps. He approached the herd, hoping to find a rancher. As he got closer, he heard a voice.

"What is that?" it said. He-Man looked around but he could neither find the source of the voice nor what it was referring to.

"I am Adam, prince of Eternia-" he started before he was interrupted by a clearly female voice saying, "Whoa, it can talk!" He looked around again, bewildered. The voice had clearly come from the direction of the horses, but there was no one there.

"What do you think it is?" said a different voice. All the horses(Or perhaps they were ponies) were staring at him at this point. Then he saw it. One of the ponies talked.

"It's kinda gross looking," it said.

Needless to say, his mind was thoroughly blown. A talking horse? He had only seen that once before, but that was his sister's horse, which could talk only because it was possessed by a demon. When he took a closer look at the ponies, he saw that some had horns and some even had wings.

"My name's Pinkie Pie," said the pink one, whose parents clearly put little thought into names, "You said your name was Adam?"

He was stunned for a bit, but he realized this was another world, one with talking horses. He could handle that.

"Yes, my name is Adam. I come from another world, flung here by an evil sorceress."

"Well, let's all do introductions," said Pinkie Pie, "I'm the overactive one. And more importantly, I'm pink!"

The purple one spoke up next, "I'm Twilight Sparkle. I read books and can do magic, I think."

"I'm Applejack," the one in the hat said, "I sure do love apples!"

The white one with the purple mane spoke up next, "I'm Rarity. That's all there is to know about me."

The blue one smiled and said, "The name's Rainbow Dash. I'm brash and can fly around."

The last pony started to speak up, "I'm-" was all it managed before He-Man interrupted.

"I'll just call you the yellow one," he said, "and I'm sure your personality is boring. Anyway, it's nice to meet you all, I suppose, but I'm here for a reason. An evil wizard named Skeletor was sent here with me. To have any chance of getting home, and to prevent him from destroying this bountiful land, I have to find him."

"We'll help you look for him!" said Pinkie, "Two of us can fly and the rest of us can search the ground."

"Gee, that would be swell," said He-Man, "Skeletor is a yellow skeleton in a blue robe, he shouldn't be too hard to find in this world of non-humanoid beings. I should warn you all that he's very dangerous, do not try to confront him without me."

They split into 3 groups. Rainbow Dash and The Yellow One took to the skies, Applejack and Rarity went west, and He-Man, Pinkie Pie, and Twilight Sparkle went east. Their quest had begun, but evil would soon rear its ugly head.


	2. Chapter 2

"Where am I?" Skeletor wondered aloud as he came to, "Curses! I must have been pulled into Evil-Lyn's spell by that oaf!" He looked around, trying to find any sign of civilization. The only thing of interest he could see was a rather large cave that was a good distance away. He began his trek, making way for the cave that would be his shelter until Evil-Lyn pulled him back.

As he got close, he was greeted by a booming voice. "WHO DARES APPROACH MY LAIR?" it shouted.

"Myahh! I am Skeletor, future ruler of Eternia! Who am I speaking to?"

At his question, a large creature emerged from the cave. It was some sort of chimera, shaped like a dragon, composed from the parts of various animals.

"I AM DISCORD," it boomed, "LORD OF CHAOS. WHAT BRINGS YOU TO ME, LITTLE MAN?"

"One of my foolish underlings sent me to this world along with my arch-nemesis, He-Man. I was searching for civilization and a way home when I stumbled upon your cave. Not a very impressive place to live for the 'Lord of Chaos'"

"AND WANDERING LOST IN A WORLD THAT'S NOT YOUR OWN AFTER A MISTAKE BY ONE OF YOUR SUBORDINATES IS NOT SOMETHING A RULER DOES."

"Insult me again and it will be the last mistake you ever make, you arrogant fool!"

The argument continued for quite some time, neither side willing to admit defeat. Finally, Skeletor decided to end it once and for all.

"You will not be so quick to dismiss me once you get a taste of my power!" he said, raising his staff toward the sky. In moments, dark clouds had formed, billowing angrily. Suddenly, a bolt of lightning shot from the cloud formation, striking Demise.

"I SEE YOU ARE NOT ENTIRELY INCAPABLE," the monstrosity said, "PERHAPS YOU CAN HELP ME WITH A LITTLE... PEST PROBLEM I HAVE."

"And why would I help you?" asked Skeletor, "what do you have to offer me?"

"I CAN SEND YOU BACK TO YOUR HOMEWORLD, THIS 'ETERNIA' YOU SPOKE OF. FIRST, HOWEVER, YOU MUST HELP ME RID THIS WORLD OF PONIES."

"A mighty being such as yourself can't handle ponies? Hah! I'll clear out the rabble and have you send me home in no time! Lead me to these ponies that trouble you so."

"DO NOT UNDER-" Demise began, before shouting, in an even louder voice, "PONIES!" Skeletor looked in the direction that had drawn the beast's fury. There were two Pegasuses flying towards them, one yellow and one blue. As he watched them fly, a huge bolt of energy shot from behind him, causing the winged ponies to take evasive action. Afterward, they made a hasty retreat.

"FOLLOW THEM!"

As Prince Adam, Twilight Sparkle, and Pinkie Pie searched ever eastward, they encountered Rainbow Dash and The Yellow One once more. The two of them seemed to be in a frenzy.

"What's wrong?" Adam asked, "Have you found Skeletor?"

"We did," answered Rainbow Dash, "but we have bad news! Skeletor has teamed up with Demise!"

"Oh no! How will we ever stop them?" Pinkie Pie despaired, "We don't even have the Elements of Harmony!"

"Don't fret, ponies! I've taken down Skeletor before, and many other evil monsters. Together, we can stop Skeletor and this Demise you speak of. Yellow One, you go get Applejack and Rarity. We have to prepare for the upcoming battle." After that, he held his magic sword aloft and said, "By the power of Greyskull!" A bright flash emanated from his sword and covered his body. When the light faded, he was wearing much less clothing, and seemed to have more muscles. When the transformation was complete, he shouted, "I have the power!"

Both groups were getting ready for a showdown. Only one will be the winner. Will it be the evil duo, Skeletor and Demise? Or will He-Man and the ponies come out on top?


	3. Chapter 3

"We have to get the elements of harmony! It's the only way to stop Discord!" shouted Twilight Sparkle, over the roar of the windstorm.

"Where are these 'elements of harmony'?" asked He-Man.

"They're in Canterlot, which is up on that mountain," she replied, pointing at it.

"You ponies get going, I'll hold off Skeletor and Discord."

The ponies turned and started to run. "No, stop those ponies!" shouted Discord, "They must not reach the elements!"

"I'll take care of it," said Skeletor, "How much trouble could candy ponies be?" He raised his staff in the air for a second and then, whoosh, teleported away, leaving Discord and He-Man in a stand off.

"This will not go well for you, little man, I am a master of space and time." With that, Discord summoned ten golems from the earth, to do battle. The golems rushed He-Man, clawing and punching, with fists of stone.

"Ugh, I can't take much more of this. I have to fight back!" He-Man swung his mighty sword, shattering two of the golems. A golem swung at him, but he caught the attack and cut the golem in two. He blasted away at the remaining golems with the magic in his sword, destroying five of them, then sheathed his weapon. "I won't need my sword for the last ones," he said, "For I am the most powerful man in the universe!" Wham! His fist broke the first golem with its power, then Pow!, another blow felled the last one.

"You are a worthy opponent indeed. But I am not like those flimsy golems. It takes a lot more to bring me down," said Discord, his eyes beginning to glow red.

"We're almost there, girls! We'll have the elements in no time, then we can save Adam from Discord!" said Twilight. Suddenly, there was a bright flash of light, and Skeletor appeared in front of them.

"You aren't getting anywhere," he said, "without going through me first." He teleported again, appearing in the middle of the group.

"Can do!" said Rainbow Dash with a grin. She unfurled her wings and flew at him with incredible speed. She got to him and... passed straight through! It was an illusion. She tumbled right into Pinkie Pie, incapacitating them both.

"That was a dirty trick, you snake!" said Applejack, "No one hurts my friends and gets away with it." There were four Skeletors now, no doubt three were illusions.

"Myahh!" said one.

"Got you now!" Applejack reared her mighty haunches and bucked as hard as she could. But it was no good, that one was an illusion too! And it was in front of Rarity, who was knocked out by the blow.

"Ooh, sorry Rari-," she started, before being hit by a massive energy blast, that sapped her strength and caused her to fall asleep.

"Eep!" The Yellow One cried, "I'm sorry Twilight, I'm not a fighter, I can't do this!" She tried to escape, but it was no use. Skeletor summoned a cage of energy around her so she couldn't get away.

"You may have defeated my friends, but you will not defeat me! I have the most powerful magic in all of Ponyville!" Twilight Sparkle exclaimed, "We will defeat you and Discord and bring peace back to Equestria!"

"You think a little pony like yourself could defeat me, the great Skeletor? That is plain ludicrous! I am the greatest sorcerer that ever lived!" Skeletor readied his staff, preparing to continue the battle.

The fight between He-Man and and Discord was still raging. Pew, pew went Discord's laser blasts. He-Man was able to dodge or deflect these lasers, but he couldn't hurt Discord. Every swing of his sword was blocked by one his arms, which he had covered in indestructible armor. The lasers kept on coming, and He-Man was starting to tire.

"I think I need to use a different tactic," thought He-Man, "But what? How can I hurt him when he has that armor on?" He sheathed his sword and dove between Discord's legs, catching the monster by surprise. Using this surprise to his advantage, He-Man climbed onto the creature's back, and started to rain punches upon him.

"Arg! Get off of me, you puny fool! You cannot defeat Discord, the god of chaos!" He reached back and grabbed He-Man, then through him to the ground. As He-Man began to rise, the beast spawned balls of cotton candy in his hands, which he through at He-Man. One struck him in the hand. When he tried to use the other hand to get it off, it became stuck too.

With his hands bound, He-Man could not fight back. Discord unleashed a mighty backhand, causing He-Man to black out.

Twilight Sparkle and Skeletor were in a deadlock, neither one able to gain ground on the other. Streams of magical energy were coming out of Twilight's horn and Skeletor's staff and colliding between them.

"You cannot keep this up forever, little pony," Skeletor shouted, "I however, can!" He chuckled.

"I will stop you!" she replied, "For my friends, and all of Equestria!"

"No," said Skeletor, "You won't." He raised his free and and shot a bolt of magic at Twilight. Unable to stop it, she was struck, causing her to cease her stream of magic. Skeletor's attack hit her full force, incapacitating her.

"Foolish equines! None can stand before the power of Skeletor, master of sorcery and future ruler of Eternia!" As he shouted his victory, Discord arrived, He-Man slung over his shoulder.

"I see you've taken care of the ponies," he said, "Not too shabby. I took care of your problem too." He tossed He-Man into the pile of unconscious horses.

"Ooh, cotton candy!" exclaimed Pinkie, as she was roused by the smell. "Om nom nom!" She consumed He-Man's sweet bonds, freeing his arms.

"Good job, Pinkie Pie," he said, drawing his sword. "This works for Cringer, so it should work with these too. But which one? I suppose I'll choose the one that seems to be the strongest." he thought to himself.

He aimed the sword at Applejack, and released a blast of blinding light that engulfed her. She woke up, and spiked, red armor with a saddle appeared on her. When the transformation was complete, she was no longer Applejack. She was... Battlejack!

With these new developments, will He-Man and the Pony Gang be able to stop Discord and Skeletor? The battle between good and evil has just begun!


	4. Chapter 4

"RAWR!" roared Applejack.

"Let's turn this battle around!" shouted He-Man, "It's time to bring the fight to evil!" Atop Applejack's new saddle, He-Man charged at Skeletor and Discord.

"Hah! Your silly Battlecat never turned battles around! Why do you think using a pony for the role will do better?" taunted Skeletor.

"This pony is twice the man you'll ever be, Skeletor! Have at thee!" With a clank, He-Man's strike was blocked by Skeletor's staff.

"Is that all you've got, He-Man? Not much for 'the most powerful man in the universe'," said Skeletor, "Allow me to show you how to fight!" From the palm of his hand burst a bright flash, blinding He-Man and Applejack, then he knocked He-Man to the ground with a swing of his staff. "Discord! Take care of the pony! I've got this buffoon!"

"Little Applejack. Do you really think some fancy new armor will protect you from me, Discord, God of Chaos? It's like an ant trying to use a flower petal to stop a descending hoof!"

"You won't be so smug when I'm through kicking your tail!" Applejack spun 180 degrees and landed a buck right in the center of Discord's chest.

"Argh! It seems that armor enhances your strength somewhat. But it is no matter. I will still squash you like a bug." With that, Discord unleashed a barrage of laser blasts and cotton candy balls, intent on the destruction of the pony before him.

While the battle raged, the other ponies began to awaken. As they watched what was going on around them, they began to sing. Their song was thus:

www .youtube watch?v=JFP8WMimwSE

As their song began to wind down, the battle around them continued in full force. Magic blasts, bucks, laser beams, and punches permeated the air. Neither side could gain an inch.

"To me, Applejack!" shouted He-Man, "We must work together to win this fight!" Applejack ran to He-Man, who then mounted up. "You will never have Eternia, Skeletor, and you won't win here!" Once again, they charged their enemies.

"GREYSKUUUUUULL!" cried He-Man.

"SWEET APPLE ACRES!" cried Applejack.

He-Man sent Skeletor flying with a mighty punch, then Applejack leaped into the air and spun to hit Discord with a full force buck. It seemed like He-Man and the ponies were finally about to claim victory over evil.

"ENOUGH!" screamed Skeletor, "This fight ends now!" He slammed the butt of his staff into the ground, sending out a powerful shockwave that knocked He-Man and Applejack down. He proceeded to launch magic blast after magic blast at the duo, who could barely dodge fast enough. Discord joined into the fray, shooting balls of cotton candy at the pair. As they tired and their movements slowed, cotton candy locked their arms and legs in place.

"This is it," said Skeletor, "the day I've waited my entire life for. This is the end of He-Man!" Skeletor lifted his staff for one last bolt. All hope seemed lost...

"Stop right there!" a voice commanded. Everyone looked around to see where the voice had come from.

"Look!" shouted Pinkie Pie, pointing to the sky.

Everyone looked up and saw the Equine Goddesses of the Sun and Moon, Princesses Celestia and Luna.

Would this be the miracle that our heroes need to win the fight? Or does evil have more tricks up its sleeve? The battle nears its epic conclusion!


	5. Chapter 5 - The EPIC Conclusion

"WARNING: SHIELDS AT 15%. SHIELDS AT 15%."

"He-Man, we have to retreat! The ES Celestia can't take much more!" Twilight Sparkle cried amidst the chaos.

"No! If we don't reach the moon soon, Equestria could be destroyed! And Eternia would be next!" he shouted. A mighty boom sounded across the ship.

"WARNING: SHIELDS AT 10%. SHIELDS AT 10%."

_Things went so bad, so fast, _He-Man thought, _Just when it seemed the battle was finally won, evil struck, leaving tragedy in its wake. First the death of Celestia, and now this. If only I had changed the course of events that day..._

3 days ago:

"Discord, I don't know how you've escaped from your stone prison again, but your new found freedom is at an end. I've brought the Elements of Harmony, and with them, Twilight Sparkle and her friends will seal you once again," said Celestia, as she gave Twilight Sparkle, Applejack, and The Yellow One their elements.

"No!" shouted Discord, "They mustn't use the Elements of Harmony!"

"I'll take care of it," Skeletor cackled, "I can sense latent evil in the heart of the purple one. I'll just let it out." He aimed his staff at Luna and fired a small black stone that pierced the chest of the moon goddess. Before everyone's eyes, she got larger, undergoing a transformation into Nightmare Moon.

"Sister, do-", before she could finish, Celestia's sentence was cut short, as the Mare in the Moon unleashed a blast of pure evil straight into her elder sister's heart. She collapsed to the ground, instantly slain.

"CELESTIA!" cried Twilight, "NO!"

"Haha! Equestria belongs to us now," Nightmare Moon exclaimed in triumph, "Discord and I will rule over it for the rest of time!"

"And I helped!" said Skeletor.

With that, the trio took its leave of the planet, heading to the moon to plan their next move.

"We have to follow them," said He-Man, "Skeletor must be stopped before more evil is unleashed."

"Well, I was building a space ship before all of this happened," Twilight replied, "It's almost done, we'd be able to finish it in about 3 days." They worked and worked, and in 3 days the ship was done. "I christen this ship the ES Celestia, and I name He-Man the captain. We have to go to the moon and retrieve the 3 elements of harmony that Princess Luna was carrying."

So they departed into space, as the quality of this fanfiction rapidly deteriorated. The lunar defense systems launched missiles, and soon, the shields were at 10%.

"Evasive maneuvers," shouted He-Man, "Get us to the moon!"

"Aye-aye, captain," replied Rainbow Dash, the pilot. She swooped and dove, spun and flipped, and managed to dodge the remaining missiles. "Brace yourselves! It's going to be a bumpy landing!" The ship crashed down into the lunar surface, and He-Man and the ponies exited.

"Show yourself, Skeletor! We have some unfinished business to attend to."


End file.
